Glenveagh Regulatory News (GLV)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale, nor a solicitation of an offer to acquire securities, in any jurisdiction, including in, into or from the United States of America, Australia, Canada, Japan or the Republic of South Africa. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Glenveagh Properties PLC ("Glenveagh" or the "Company") today in connection with: (1) the proposed admission of all of its ordinary shares ("Ordinary Shares") to (i) the primary listing segment of the Official List of the Irish Stock Exchange plc (the "Irish Stock Exchange") and to trading on the main market for listed securities of the Irish Stock Exchange; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission"); and (2) the proposed offer of Ordinary Shares by the Company to certain institutional and professional investors ("Offer"). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus will, following publication and subject to certain access restrictions, be available from the Company's registered office, at the offices of A&L Goodbody, at 25 - 28 North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website, www.glenveagh.ie.

10 October 2017

GLENVEAGH PROPERTIES PLC ANNOUNCES RESULTS OF OFFER

Glenveagh Properties PLC, an Irish homebuilder with a principal focus on the Greater Dublin Area ("GDA"), today announces the successful allocation of the Offer, pursuant to which it will have raised gross proceeds of €550 million (assuming full exercise of the Over-allotment Option referred to below, or €500 million assuming no exercise of the Over-allotment Option referred to below).

OFFER HIGHLIGHTS

· On Admission, the total market capitalisation of the Company at €1.00 per Ordinary Share (the "Offer Price") will be €617,049,000 (excluding the Over-allotment Option). 

· Conditional dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. (Dublin time) on 10 October 2017 (ISIN: IE00BD6JX574).

· It is expected that Admission will become effective, and that unconditional dealings will commence in the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange, at 8.00 a.m. (Dublin time) on 13 October 2017.

· In relation to the Offer, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and J&E Davy ("Davy") are acting as Joint Global Coordinators.

· Credit Suisse (as "Stabilising Manager") has been granted an over-allotment option (the "Over-allotment Option") of up to 10 per cent. of the Ordinary Shares comprised in the Offer before any exercise of the Over-allotment Option. If the Over-allotment Option is exercised, up to 50,000,000 Ordinary Shares may be issued at the Offer Price within a 30 day period of today's date.

Full details of the Offer will be included in the Prospectus, which is expected to be published and made available from the Company's registered office, at the offices of A&L Goodbody, 25-28 North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website, www.glenveagh.ie, later today. Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus.

Independently of the Offer, 121,000 Ordinary Shares (in aggregate) will be issued under the Bridgedale Individuals Offer and 2,250,000 Ordinary Shares (in aggregate) will be issued to Lady Barbara Judge CBE, Senior Independent Non-Executive Director, Richard Cherry and Robert Dix, Independent Non-Executive Directors, Durrow Ventures (whose sole shareholder is Justin Bickle, Founder and CEO) and John Mulcahy, Founder and Executive Chairman, at the Offer Price, subject to Admission.

Further, 4,427,000 Ordinary Shares will be issued to Stephen Garvey as consideration for the acquisition from him by the Company of the entire issued share capital of Bridgedale Homes Limited and Bridgedale Contracting Limited, and 110,250,000 Ordinary Shares will be issued to OCM Luxembourg EPF III QIF Holdings S.á.r.l. as consideration for the acquisition by the Company from the Residential Land Fund, a sub-fund of Targeted Investment Opportunities ICAV of 14 sites, subject to Admission (together, the "Consideration Shares").

Commenting on today's announcement,

John Mulcahy, Executive Chairman of Glenveagh, said:

"The level of international support for this IPO is a huge endorsement not just for Glenveagh but for the broader Irish economy. International investors are very tuned in to the Irish story and they have demonstrated a huge appetite to invest in ambitious, well-structured companies who can respond to the current housing shortage."

Justin Bickle, Chief Executive Officer of Glenveagh, said:

"The response to this IPO has exceeded all of our expectations. Over the past six months our plans for Glenveagh have come to fruition. It is now a listed company with a broad range of international investors and an ambitious house building programme ready to implement. I have no doubt that we can make a very substantial contribution to help alleviate the housing problem in Ireland and our work on that programme begins today. "

Stephen Garvey, Chief Operating Officer of Glenveagh, said:

"Our priority now is to hit the ground running. We have ambitious plans to deliver 1,000 new homes a year by 2020 and 2,000 new homes a year in the longer term. We have a large, highly skilled team on board and we look forward to further recruitment in the months ahead as we roll out and expand our operations."

EXPECTED TIMETABLE FOR THE OFFER AND ADMISSION

All references to a time of day are to Dublin time. Each of the times and dates in the above timetable is indicative only and subject to change. In the event of any change to the timetable set out above, details of the new times and dates will be announced through a Regulatory Information Service.

OFFER STATISTICS

(1) Assuming there is no exercise of the Over-allotment Option

(2) Ordinary Shares to be issued at the Offer Price, independently of the Offer

(3) Including: (i) the Offer Shares; (ii) the Consideration Shares; (iii) Ordinary Shares issued pursuant to the Bridgedale Individuals Offer; (iv) Ordinary Shares issued to certain of the Directors pursuant to subscription arrangements and (v) 1,000 existing Ordinary Shares

FOR FURTHER DETAILS CONTACT: 

IMPORTANT NOTICES

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. 

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. 

This announcement is not for publication or distribution, directly or indirectly in, into or from the United States. This announcement is not an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or resold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. 

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in connection with Admission and the Offer. Copies of the Prospectus will, following publication and subject to certain access restrictions, be available from the Company's registered office, at the offices of A&L Goodbody, at 25-28 North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website, www.glenveagh.ie.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant member state of the EEA ("Qualified Investors") and is being made available and supplied only to, and is directed only at Qualified Investors: (A) in Ireland who are "professional clients" as defined in Schedule 2 of the European Communities Markets in Financial Instruments Regulations 2007 (as amended); (B) in the UK who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order") and / or are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (C) who are persons to or at whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription for Ordinary Shares in the Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with Admission and the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked).

Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief or current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue", "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Credit Suisse or Davy undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or other matters occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Offer. The price and value of the Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Offer or Admission cannot be relied upon as a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.

Potential investors should consult a professional advisor as to the suitability of the Offer for the person or entity concerned.

Credit Suisse, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA, is acting exclusively for the Company and no one else in connection the Offer and with Admission in the United Kingdom and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Offer, Admission in the United Kingdom or any matter referred to herein. Davy is regulated in Ireland by the Central Bank of Ireland. Davy is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Offer, Admission, or any matter referred to herein.

In connection with the Offer and Admission, each of Credit Suisse and Davy, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse or Davy or any of their respective affiliates acting as investors for their own accounts. Neither Credit Suisse nor Davy nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Credit Suisse, Davy or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, Credit Suisse, Davy and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, Credit Suisse (as Stabilisation Manager), or any of its agents or delegates, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, exercise the Over-allotment Option or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.